Texas Corporation Formation Requirements

Certificate of Formation

If you will be incorporating in Texas, a certificate of formation must be filed with the Texas Secretary of State. Texas law requires that certain information be included in your certificate of formation. The following is a summary of those requirements:

Organizers

  • Minimum Number of Organizers – One or more
  • Eligibility Requirements – An organizer must be a person having the capacity to contract for himself or herself or for another
  • Duties – Signing the certificate of formation
  • Listing Requirements – The name and address of each organizer must be listed

Corporate Purpose(s)

Incorporating in Texas can occur for any lawful business activity.

  • Listing Requirements – Required to be listed in the certificate

Director Information

  • Minimum Number of Directors – One or more
  • Eligibility Requirements – None. The certificate of formation or bylaws may prescribe qualifications for directors
  • Listing Requirements – Not required in the certificate when incorporating in Texas

Officer Information

  • Officers are not required to be listed in the certificate of formation

Stock Information

  • The number of shares that the corporation is authorized to issue

Other Required Listing Information

  • The type of filing entity being formed;
  • The period of duration of the corporation, if not perpetual; and
  • The street address of the initial registered office of the filing entity and the name of the initial registered agent of the filing entity at the office

Optional Provisions

Texas also permits optional provisions to be integrated into the certificate of formation for corporations who wish to formalize additional criteria, such as:

  • Provisions managing the business and regulating the affairs of the corporation

United Agent Services allows you to designate whether any or all of these provisions should be included.

Initial Report

A Corporation on which must file an initial report with the comptroller listing:

  • Information showing the financial condition of the corporation on the last day of a calendar month nearest to the end of the corporation’s first year of business;
  • The name and address of each officer and director of the corporation;
  • The name and address of the agent of the corporation; and
  • Any other information required by the comptroller

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